SET Announcements

SET Announcements

22 December 2005

Execute agreement,change authorized ,purchase shares TTW

(Translation) No. CK-05-0000-PO-L-0321 December 22, 2005 Re: Notification of Resolutions of the Board of Directors Meeting No. 7/2005 Attn: President of the Stock Exchange of Thailand Reference is made to the fact that the Board of Directors Meeting No. 7/2005, which was held on December 21, 2005, resolved on various matters as per the following details: 1. Approval was granted for the Company and SouthEast Asia Energy Limited (Subsidiary) to execute and/or ratify the execution of the agreements relating to Nam Ngum 2 Dam Project as per the following details: 1) The Shareholders Agreement 2) The Engineering, Procurement and Construction Contract 3) The Engineering, Procurement and Construction Contract Direct Agreement 4) The Pledge of Shares Agreement 5) The Equity Contribution Agreement 6) The Equity Subordination Agreement 7) Loan Agreement 8) The Hydroelectric Power Project Concession Agreement 9) Credit Facility Agreement 10) Power Purchase Agreement 11) Other Contracts, Memorandum, Agreements, Documents Relating to Operation of the Nam Ngum 2 Dam Project 2. Approval was granted for the Company to amend the number of directors and change the Company's authorized signatory directors due to the fact that Mr. Thavorn Trivisvavet, the Chairman of the Company, had passed away on December 11, 2005. In this respect, the Company's authorized signatory directors shall be changed from Mr. Thavorn Trivisvavet and Mr. Plew Trivisvavet jointly sign and affix the Company's seal or either Mr. Thavorn Trivisvavet or Mr. Plew Trivisvavet and either Mrs. Saikasem Trivisvavet or Mr. Narong Sangsuriya, totaling two directors, jointly sign and affix the Company's seal" to "Two of the following three directors, namely, Mr. Plew Trivisvavet, Mrs. Saikasem Trivisvavet, Mr. Narong Sangsuriya, jointly sign and affix the Company's seal". 3. Approval was granted for the Company to purchase ordinary shares for capital increase in the Thai Tap Water Supply Co., Ltd. (Subsidiary), from its existing registered capital of Baht 3,000 Million to be Baht 3,250 Million, by issuance of 2,500,000 shares for capital increase at the par value of Baht 100 per share, and to allocate 2,500,000 shares for capital increase at the price of Baht 290 per share to the Company's existing shareholders in accordance with their respective shareholding so as to maintain the shareholding ratio in the Thai Tap Water Supply Co., Ltd. at 90.17 percent of the registered capital, being 2,254,250 shares as additionally purchased by the Company at the price of Baht 290 per share, amounting to Baht 653,732,500. Please be informed accordingly, Very Truly Yours, =signature= (Mr. Plew Trivisvavet) Chief Executive Officer ?? ?? ?? ?? 2